-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RDDxzF9HA5HyaB2oQGpUfHWVzff8osRDhZL6AuEhc6D+7nl6lCfZ1QIVF9XRxlxi aAasxt/K6/diN8MES89o4g== 0000950129-03-000754.txt : 20030212 0000950129-03-000754.hdr.sgml : 20030212 20030212172825 ACCESSION NUMBER: 0000950129-03-000754 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030212 GROUP MEMBERS: ENCAP ENERGY ACQUISITION III B INC GROUP MEMBERS: ENCAP ENERGY CAPITAL FUND III B L P GROUP MEMBERS: ENCAP ENERGY CAPITAL FUND III L P GROUP MEMBERS: ENCAP INVESTMENTS L L C SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3TEC ENERGY CORP CENTRAL INDEX KEY: 0000903267 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 631081013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48873 FILM NUMBER: 03555640 BUSINESS ADDRESS: STREET 1: 700 MILAM STREET STREET 2: SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77002-2 BUSINESS PHONE: 7138217100 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE BAY OIL CO INC DATE OF NAME CHANGE: 19930504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENCAP ENERGY CAPITAL FUND III LP CENTRAL INDEX KEY: 0001086967 IRS NUMBER: 760545517 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136596100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 h03139csc13dza.txt ENCAP ENERGY CAPITAL FUND III LP FOR 3TEC ENERGY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 4) UNDER THE SECURITIES EXCHANGE ACT OF 1934* 3TEC ENERGY CORPORATION (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.02 PER SHARE (TITLE OF CLASS OF SECURITIES) 88575R308 (CUSIP NUMBER) D. MARTIN PHILLIPS ENCAP INVESTMENTS L.L.C. 1100 LOUISIANA, SUITE 3150 HOUSTON, TEXAS 77002 (713) 659-6100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) FEBRUARY 2, 2003 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of the cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 88575R308 SCHEDULE 13D/A (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP ENERGY CAPITAL FUND III, L.P. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization ENCAP ENERGY CAPITAL FUND III, L.P. ("ENCAP III") IS A LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS Number of (7) Sole Voting Power 2,021,322(1) Shares Bene- --------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 0 Each --------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 2,021,322(1) --------------------------------------------------------------- (10) Shared Dispositive Power 0 --------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,021,322 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 11.5%(2) (14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- (1) As exercised through its sole general partner, EnCap Investments L.L.C. (2) Based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003, as disclosed to the reporting persons by the Issuer. 2 CUSIP NO. 88575R308 SCHEDULE 13D/A (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP ENERGY ACQUISITION III-B, INC. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization ENCAP ENERGY ACQUISITION III-B, INC. ("ENCAP ACQUISITION III-B") IS A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS Number of (7) Sole Voting Power 1,445,537(1) Shares Bene- --------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 0 Each --------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 1,445,537(1) --------------------------------------------------------------- (10) Shared Dispositive Power 0 --------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,445,537 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 8.37%(2) (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 1 As exercised through its controlling person, EnCap Energy Capital Fund III-B, L.P. 2 Based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003, as disclosed to the reporting persons by the Issuer. 3 CUSIP NO. 88575R308 SCHEDULE 13D/A (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP ENERGY CAPITAL FUND III-B, L.P. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization ENCAP ENERGY CAPITAL FUND III-B, L.P. ("ENCAP III-B") IS A LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS Number of (7) Sole Voting Power 0 Shares Bene- --------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 1,445,537(1) Each --------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 0 --------------------------------------------------------------- (10) Shared Dispositive Power 1,445,537(1) --------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,445,537 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 8.37%(2) (14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- (1) EnCap III-B may be deemed to have voting and dispositive power with respect to the shares of Common Stock owned by EnCap Acquisition III-B, as exercised through EnCap III-B's sole general partner, EnCap Investments L.L.C. See Items 2 and 5. (2) Based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003, as disclosed to the reporting persons by the Issuer. 4 CUSIP NO. 88575R308 SCHEDULE 13D/A (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP INVESTMENTS L.L.C. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization ENCAP INVESTMENTS L.L.C. ("ENCAP INVESTMENTS") IS A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE Number of (7) Sole Voting Power 0 Shares Bene- --------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 4,609,452(1) Each --------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 0 --------------------------------------------------------------- (10) Shared Dispositive Power 4,609,452(1) --------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,609,452(2) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 25%(3) (14) Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) EnCap Investments may be deemed to have voting and dispositive power with respect to the shares of Common Stock owned by the EnCap Entities (as defined in Item 2). See Items 2 and 5. (2) EnCap Investments disclaims any beneficial ownership of the shares owned by the EnCap Entities. (3) Based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003, as disclosed to the reporting persons by the Issuer. 5 ITEM 1. SECURITY AND ISSUER. No modification. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) No modification (d)-(f) Items 2 (d)-(f) are amended in their entirety as follows: See Schedule I. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No modification ITEM 4. PURPOSE OF TRANSACTION. The following is added to Item 4: The reporting persons entered into the Voting Agreement described in Item 6 below in order to facilitate the merger of the Issuer with and into Plains Exploration & Production Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety as follows: (a) The following table describes the number of shares of Common Stock, including shares of Common Stock issuable upon exercise or conversion of derivative securities and the percent of outstanding Common Stock owned by each of the reporting persons and the EnCap Entities. All percentages are based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003.
COMMON STOCK DERIVATIVE SECURITIES TOTAL ----------------------- ------------------------- ------------------- NAME SOLE SHARED SOLE SHARED NUMBER %(1) ---- --------- --------- --------- --------- --------- ----- EnCap Investments L.L.C. -- 2,980,635 -- 1,628,817 4,609,452 25.0% (2) EnCap Energy Capital Fund III, L.P. 1,266,144 -- 755,178(2) -- 2,021,322 11.5% --------- --------- --------- ---- EnCap Energy Acquisition III-B, Inc. 957,587 -- 487,950(3) -- 1,445,537 8.4% EnCap Energy Capital Fund III-B, L.P. -- 957,587 -- 487,950(3) 1,445,537 8.4% ECIC Corporation 447,095 -- 227,822(3) -- 674,917 4.0% BOCP Energy Partners, L.P. 309,809 -- 157,867(3) -- 467,676 2.8%
- ---------- (1) In accordance with SEC regulations under Section 13(d) of the Act, the percent shown in this column for each stockholder represents the number of shares of Common Stock owned by the stockholder plus the derivative securities (on an as converted basis) owned by such stockholder divided by the number of shares outstanding plus the number of derivative securities (on an as converted basis) owned by such stockholder. 6 (2) Represents warrants to purchase Common Stock which are exercisable within 60 days of this filing, options to purchase Common Stock which are exercisable within 60 days of this filing, and shares of Common Stock issuable upon conversion of the Issuer's Series D Convertible Preferred Stock. (3) Represents warrants to purchase Common Stock which are exercisable within 60 days of this filing, and shares of Common Stock issuable upon conversion of the Issuer's Series D Convertible Preferred Stock. (b) EnCap Investments. EnCap Investments may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of 4,609,452 shares of Common Stock collectively owned by the EnCap Entities (by virtue of being the general partner or controlling person of each such entity). EnCap Investments disclaims beneficial ownership of the shares of Common Stock owned by the EnCap Entities. EnCap III. EnCap III has the sole power to vote and dispose or direct the disposition of 2,021,322 shares of Common Stock through its general partner, EnCap Investments. EnCap Acquisition III-B. EnCap Acquisition III-B has the sole power to vote and dispose or direct the disposition of 1,445,537 shares of Common Stock through its controlling person, EnCap III-B. EnCap III-B. EnCap III-B may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of 1,445,537 shares of Common Stock collectively owned by EnCap Acquisition III-B (by virtue of being the controlling person of EnCap Acquisition III-B), through EnCap III-B's general partner, EnCap Investments. El Paso Merchant Energy and El Paso Corporation. Each of El Paso Merchant Energy and El Paso Corporation may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of the shares of Common Stock deemed to be owned by EnCap Investments (by virtue of being controlling persons of EnCap Investments). El Paso Merchant Energy and El Paso Corporation disclaim beneficial ownership of the shares of Common Stock owned by the EnCap Entities. Executive Officers and Directors. Except as otherwise described herein, to the knowledge of the reporting persons, no executive officer or director of the reporting persons or managing director of EnCap Investments or other person listed in Schedule I has the power to vote or direct the vote or dispose or direct the disposition of any shares of Common Stock. (c) Except as otherwise described herein or in any Exhibit filed herewith, and to the knowledge of the reporting persons, none of the persons named in response to Paragraph (a) above has affected any transaction in the Common Stock during the past sixty (60) days. (d) Except as otherwise described herein, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock deemed to be beneficially owned by them. (e) It is inapplicable for the purpose herein to state the date on which a party ceased to be the owner of more than five percent (5%) of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. The following is added to Item 6: VOTING AGREEMENT: Each of the EnCap Entities entered into a Voting Agreement (the "Voting Agreement") dated effective February 2, 2003, by and among the Issuer, Plains Exploration & Production Company, a Delaware corporation ("Plains"), and certain other stockholders of the Issuer. Pursuant to the Voting Agreement, each of the EnCap Entities has agreed (severally and not jointly with the other parties thereto) that at any meeting of the stockholders of the Issuer or any adjournment thereof or in any other circumstances upon which a vote, consent or approval (including by written consent) is sought, that it shall, including by executing a written consent solicitation if requested by Plains, 8 vote (or cause to be voted) the Subject Shares (as defined in the Voting Agreement) (a) in favor of the Merger (as defined in the Voting Agreement), the adoption by the Issuer of the Merger Agreement (as defined in the Voting Agreement), and the approval of the terms thereof and each of the other Transactions (as defined in the Voting Agreement), and (b) against any transaction, agreement, matter, or 3TEC Acquisition Proposal (as defined in the Voting Agreement) that would impede, interfere with, delay, postpone, or attempt to discourage the Merger or the Merger Agreement. Irrevocable Proxy. Each of the EnCap Entities has irrevocably granted to, and appointed Plains as, such person's proxy to vote all of its Subject Shares at any meeting of the stockholders of the Issuer (including any adjournments and postponements thereof) on the matters described above, and to execute and deliver any written consents to fulfill such person's obligations under the Voting Agreement. Other Covenants. In addition to the above agreements, each of the EnCap Entities has agreed to certain restrictions upon their ability to (i) transfer (including by gift) the Covered Securities (as defined in the Voting Agreement) or any interest therein, (ii) enter into any contract, option or other agreement with respect to any transfer of any or all of the Covered Securities or interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Covered Securities, or (iv) deposit any the Covered Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Covered Securities, provided that any of the EnCap Entities may transfer any of the Covered Securities to any of its affiliates or any person who is or becomes a party to the Voting Agreement. Further, each of the EnCap Entities agreed to waive any rights of appraisal, or rights to dissent from the Merger that such EnCap Entity may have, and to refrain from taking any action prohibited by Section 7.2 of the Merger Agreement. In addition, each of the EnCap Entities agreed not to exercise any of the Other Securities (as defined in the Voting Agreement) other than as contemplated by the Merger Agreement or convert any shares of the Issuer's Series D Preferred Stock into Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following is added to Item 7: Exhibit 10.11 - Voting Agreement dated February 2, 2003 among Plains Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy Capital Fund III, L.P., EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., ECIC Corporation, Floyd C. Wilson, Stephen W. Herod, and R.A. Walker. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 12, 2003 ENCAP INVESTMENTS L.L.C. By: /S/ D. MARTIN PHILLIPS ---------------------------- D. Martin Phillips Manager Date: February 12, 2003 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /S/ D. MARTIN PHILLIPS ---------------------------- D. Martin Phillips Managing Director Date: February 12, 2003 ENCAP ENERGY ACQUISITION III-B, INC. By: /S/ D. MARTIN PHILLIPS ---------------------------- D. Martin Phillips Vice President Date: February 12, 2003 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /S/ D. MARTIN PHILLIPS ---------------------------- D. Martin Phillips Managing Director 9 EXHIBIT 1 AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an exhibit, are filed on behalf of each of them. Date: February 12, 2003 ENCAP INVESTMENTS L.L.C. By: /S/ D. MARTIN PHILLIPS ------------------------------- D. Martin Phillips Manager Date: February 12, 2003 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /S/ D. MARTIN PHILLIPS ------------------------------- D. Martin Phillips Managing Director Date: February 12, 2003 ENCAP ENERGY ACQUISITION III-B, INC. By: /S/ D. MARTIN PHILLIPS ------------------------------- D. Martin Phillips Vice President Date: February 12, 2003 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /S/ D. MARTIN PHILLIPS ------------------------------- D. Martin Phillips Managing Director 10 SCHEDULE I DIRECTORS, MANAGERS, EXECUTIVE OFFICERS, OR CONTROLLING PERSONS The name, business address, present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, of each of (i) the executive officers and directors of EnCap Energy Acquisition III-B, Inc., (ii) the managing directors of EnCap Investments, (iii) the directors and executive officers of El Paso Merchant Energy, and (iv) the directors and executive officers of El Paso Corporation are set forth below:
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- (i) EnCap Energy Acquisition III-B, Inc. David B. Miller Director and Vice Managing Director of EnCap EnCap Investments L.L.C. 3811 Turtle Creek Blvd. President Investments 3811 Turtle Creek Blvd. Dallas, Texas 75219 Dallas, Texas 75219 D. Martin Phillips Director, Vice Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President, and Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Secretary Houston, Texas 77002 Robert L. Zorich Director and Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002 Gary R. Petersen Director, Vice Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President, and Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Treasurer Houston, Texas 77002
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- (ii) EnCap Investments L.L.C. David B. Miller Managing Director of Managing Director of EnCap EnCap Investments L.L.C. 3811 Turtle Creek Blvd. EnCap Investments Investments 3811 Turtle Creek Blvd. Dallas, Texas 75219 Dallas, Texas 75219 D. Martin Phillips Managing Director of Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 EnCap Investments Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002 Robert L. Zorich Managing Director of Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 EnCap Investments Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002
I-1
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- Gary R. Petersen Managing Director of Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 EnCap Investments Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- (iii) El Paso Merchant Energy North America Company Robert W. Baker President and Director President, El Paso El Paso Merchant Energy 1001 Louisiana Street Merchant Energy North America Company Houston, Texas 77002 1001 Louisiana Street Houston, Texas 77002 John L. Harrison Senior Vice President, Senior Vice President, Chief El Paso Merchant Energy 1001 Louisiana Street Chief Financial Financial Officer, and North America Company Houston, Texas 77002 Officer, and Treasurer Treasurer El Paso Merchant 1001 Louisiana Street Energy Houston, Texas 77002 H. Brent Austin Director President and Chief Operating El Paso Corporation 1001 Louisiana Street Officer, El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- (iv) El Paso Corporation William A. Wise Chairman of the Board, Director, Chairman of the El Paso Corporation 1001 Louisiana Street Chief Executive Board, 1001 Louisiana Street Houston, Texas 77002 Officer, and Director and Chief Executive Houston, Texas 77002 Officer of El Paso Corporation H. Brent Austin President and Chief President and Chief Operating El Paso Corporation 1001 Louisiana Street Operating Officer Officer of 1001 Louisiana Street Houston, Texas 77002 El Paso Corporation Houston, Texas 77002 Robert W. Baker Executive Vice Executive Vice President of El Paso Corporation 1001 Louisiana Street President El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002
I-2
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- Greg G. Jenkins Executive Vice Executive Vice President of El Paso Corporation 1001 Louisiana Street President El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 D. Dwight Scott Executive Vice Executive Vice President and El Paso Corporation 1001 Louisiana Street President and Chief Chief Financial Officer of El 1001 Louisiana Street Houston, Texas 77002 Financial Officer Paso Corporation Houston, Texas 77002 David E. Zerhusen Executive Vice Executive Vice President of El Paso Corporation 1001 Louisiana Street President El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 John W. Somerhalder II President, Pipeline President, Pipeline Group of El Paso Corporation 1001 Louisiana Street Group El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Peggy A. Heeg Executive Vice Executive Vice President and El Paso Corporation 1001 Louisiana Street President General Counsel of El Paso 1001 Louisiana Street Houston, Texas 77002 and Corporation Houston, Texas 77002 General Counsel Jeffrey I. Beason Senior Vice President Senior Vice President and El Paso Corporation 1001 Louisiana Street and Controller of El Paso 1001 Louisiana Street Houston, Texas 77002 Controller Corporation Houston, Texas 77002 Byron Allumbaugh Director Retired Chairman 33 Ridgeline Drive 33 Ridgeline Drive Ralphs Grocery Company Newport Beach, CA 92660 Newport Beach, CA 92660 John M. Bissell Director Chairman of the Board of Bissell Inc. 2345 Walker Ave. N.W. Bissell Inc. 2345 Walker Avenue, N.W. Grand Rapids, MI 49501 Grand Rapids, MI 49501 Juan Carlos Braniff Director Vice Chairman Universidad 1200 Universidad 1200 Grupo Financiero Bancomer Col. XOCO Col. XOCO Mexico, D.F.C.P. 03399 Mexico, D.F.C.P. 03339 James F. Gibbons Director Professor at Stanford Stanford University Stafford University University Paul G. Allen Center Paul G. Allen Center for School of Engineering for Integrated Systems Integrated Systems Room 201 ( Mail Stop 4075) Room 201 (M.S. 4075) Stanford, CA 94305 Stanford, CA 94305 Robert W. Goldman Director Business Consultant 13 Dupont Circle 13 Dupont Circle Sugar Land, Texas 77479 Sugar Land, Texas 77479
I-3
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- Anthony W. Hall, Jr. Director City Attorney City of Houston 900 Bagby, 4th Floor City of Houston, Texas 900 Bagby, 4th Floor Houston, Texas 77002 Houston, Texas 77002 Ronald L. Kuhen, Jr Director Business Consultant El Paso Corporation 1001 Louisiana Street 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 J. Carleton MacNeil Jr. Director Securities Consultant 3421 Spanish Trail 3421 Spanish Trail Apt. 227D Apt. 227D Delray, Florida 33483 Delray, Florida 33483 Thomas R. McDade Director Senior Partner, McDade, McDade, Fogler, Maines, L.L.P. Two Houston Center Fogler, Two Houston Center 909 Fannin, Suite 1200 Maines, L.L.P. 909 Fannin, Suite 1200 Houston, TX 77010 Houston, Texas 77010 Malcolm Wallop Director Frontiers of Freedom Frontiers of Freedom Foundation Frontiers of Freedom Foundation Foundation 12011 Lee Jackson Memorial Hwy. 12011 Lee Jackson Memorial Hwy. Fairfax, VA 22033 Fairfax, VA 22033 Joe B. Wyatt Director Chancellor Emeritus Vanderbilt University 2525 West End Ave., Vanderbilt University 2525 West End Ave., Suite 1410 Suite 1410 Nashville, TN 37203 Nashville, TN 37203
(d) Neither EnCap III, EnCap Acquisition III-B, EnCap III-B, EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither EnCap III, EnCap Acquisition III-B, EnCap III-B,, EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the knowledge of the reporting persons, each of the individuals identified in this Schedule I is a citizen of the United States of America, with the exception of Juan Carlos Braniff, who is a citizen of Mexico. I-4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.11 Voting Agreement dated February 2, 2003 among Plains Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy Capital Fund III, L.P., EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., ECIC Corporation, Floyd C. Wilson, Stephen W. Herod, and R.A. Walker.
EX-99.10.11 3 h03139cexv99w10w11.txt VOTING AGREEMENT Exhibit 10.11 VOTING AGREEMENT (PXP) VOTING AGREEMENT (this "AGREEMENT") dated as of February 2, 2003, by and among Plains Exploration & Production Company, a Delaware corporation ("PXP"), 3TEC Energy Corporation, a Delaware corporation ("3TEC"), EnCap Energy Acquisition III-B, Inc., EnCap Energy Capital Fund III, L.P., BOCP Energy Partners, L.P., and ECIC Corporation, (together with EnCap Energy Acquisition III-B, Inc., EnCap Energy Capital Fund III, L.P. and BOCP Energy Partners, L.P., the "ENCAP ENTITIES"), Floyd C. Wilson ("WILSON"), Stephen W. Herod ("HEROD"), and R. A. Walker (with the EnCap Entities, Wilson, and Herod, each a "STOCKHOLDER" and collectively, the "STOCKHOLDERS"). WHEREAS, each Stockholder desires that PXP, PXP Gulf Coast, Inc., a Delaware corporation and wholly-owned subsidiary of PXP ("MERGER SUB"), and 3TEC, enter into an Agreement and Plan of Merger dated the date hereof (the "MERGER AGREEMENT"; undefined capitalized terms herein are defined in the Merger Agreement) providing for the merger of 3TEC with and into Merger Sub (the "MERGER") upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, each Stockholder is executing this Agreement as an inducement to PXP to enter into and execute the Merger Agreement; and WHEREAS, concurrently with the execution and delivery of this Agreement, 3TEC is entering into a voting agreement with certain PXP Stockholders (the "PXP STOCKHOLDERS") under which such parties have, among other things, agreed to support the Merger upon the terms and conditions set forth therein. NOW, THEREFORE, in consideration of the execution and delivery by PXP of the Merger Agreement and the mutual covenants, conditions and agreements contained herein and therein, the parties agree as follows: 1. Representations and Warranties. (a) Each Stockholder severally represents and warrants to PXP as follows: (i) Such Stockholder is the record and beneficial owner of that number of shares of capital stock of 3TEC set forth opposite such Stockholder's name on Schedule A (together with any other shares of other capital stock of 3TEC acquired after the date hereof including through the exercise of any stock options, warrants or similar instruments) being collectively referred to herein as the "SUBJECT SHARES") and the other securities exercisable or exchangeable for such capital stock listed on Schedule A (the "OTHER SECURITIES" and, together with the Subject Shares, the "COVERED SECURITIES"). The Subject Shares constitute the only shares, with respect to which such Stockholder is the record or beneficial owner, of capital stock of 3TEC or options, warrants or other rights (whether or not contingent) to acquire such shares of capital stock of 3TEC that are or may be entitled to vote on the Merger or the Merger Agreement at any meeting of 3TEC's Stockholders called to vote upon the Merger or the Merger Agreement. Such Stockholder has the sole right to vote and Transfer (as defined herein) the Covered Securities set forth opposite its name on Schedule A, and none of such Covered Securities is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of the Subject Shares, except (A) as provided by this Agreement (it being understood that any pledge of the Pledged Shares (as defined below) shall not be a breach of this representation) and (B) those arising under applicable securities laws. Such Stockholder has all requisite power and authority, and, if such Stockholder is a natural person, the legal capacity, to enter into this Agreement and to perform its obligations hereunder. To the extent that such Stockholder is an entity and not an individual, such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The execution and delivery of this Agreement by such Stockholder and the performance by such Stockholder of its obligations hereunder have been duly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. (ii) Neither the execution and delivery of this Agreement nor the performance by such Stockholder of its obligations hereunder will result in a violation of, or a default under, or conflict with, (A) if such Stockholder is an entity, any provision of its certificate of incorporation, bylaws, partnership agreement, limited liability company agreement or similar organizational documents, (B) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind (other than as may relate to the Pledged Shares but subject to the proviso set forth in (iv) below) to which such Stockholder is a party or bound or to which the Covered Securities are subject, except, in the case of clause (B), as would not prevent, delay or otherwise materially impair such Stockholder's ability to perform its obligations hereunder. Execution, delivery and performance of this Agreement by such Stockholder will not violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Stockholder or the Covered Securities, except (x) for any reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby or (y) as would not reasonably be expected to prevent, delay or otherwise materially impair such Stockholder's ability to perform its obligations hereunder. (iii) If the Stockholder is married and the Covered Securities of the Stockholder constitute community property or spousal approval is otherwise required for this Agreement to be legal, valid and binding, then, to the extent so required, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such spouse in accordance with its terms, subject to the Enforceability Exceptions. (iv) The Covered Securities and the certificates representing such Covered Securities are held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for (A) any such encumbrances arising hereunder, or (B) any such encumbrances arising pursuant to the pledge of any Covered Securities by such 2 Stockholder to a financial institution or a brokerage firm (the "PLEDGED SHARES"); provided, however, that such Stockholder represents that any such arrangement regarding such Pledged Shares shall not prevent, delay or otherwise materially impair such Stockholder's ability to execute and deliver this Agreement or perform its obligations hereunder and such Stockholder shall use his reasonable efforts to obtain an acknowledgment by the pledgee of the terms of this Agreement and such pledgee's agreement to vote the Pledged Shares (if and to the extent the voting power of the Pledged Shares is being or to be exercised by pledgee) in accordance with Section 2. (v) No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission based upon arrangements made by or on behalf of such Stockholder in connection with its entering into this Agreement. (vi) Such Stockholder understands and acknowledges that PXP is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. (b) PXP represents and warrants to each Stockholder and 3TEC that the execution and delivery of this Agreement by PXP and the consummation by PXP of the transactions contemplated hereby have been duly authorized by all necessary action on the part of PXP. (c) 3TEC represents and warrants to each Stockholder and PXP that the execution and delivery of this Agreement by 3TEC and the consummation by 3TEC of the transactions contemplated hereby have been duly authorized by all necessary action on the part of 3TEC. 2. Voting Agreements. During the Term (as defined below) of this Agreement, at any meeting of stockholders of 3TEC or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, each Stockholder shall, including by executing a written consent solicitation if requested by PXP, vote (or cause to be voted) the Subject Shares: (a) in favor of the Merger, the adoption by 3TEC of the Merger Agreement and the approval of the terms thereof and each of the other Transactions and (b) against any transaction, agreement, matter or 3TEC Acquisition Proposal that would impede, interfere with, delay, postpone or attempt to discourage the Merger and the Merger Agreement. 3. Irrevocable Proxy. Each Stockholder hereby appoints PXP as its proxy to vote all of such Stockholder's Subject Shares at any meeting of stockholders of 3TEC (including any adjournments and postponements thereof) on the matters described in Section 2, and to execute and deliver any written consents to fulfill such Stockholder's obligations under this Agreement. This proxy is coupled with an interest and is irrevocable until the end of the Term. 3 4. Revocation of Other Proxies. To the extent inconsistent with the other provisions of this Agreement or the Merger Agreement, each Stockholder hereby revokes any and all previous proxies with respect to such Stockholder's Subject Shares. 5. Other Covenants. Each Stockholder severally agrees with, and covenants to, PXP during the Term of this Agreement as follows: (a) Such Stockholder shall not after the date hereof (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "TRANSFER"), or consent to any Transfer of, any Covered Securities or any interest therein, except pursuant to the Merger, (ii) enter into any contract, option or other agreement with respect to any Transfer of any or all of the Covered Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Subject Shares or (iv) deposit the Subject Shares into a voting trust or enter into a voting agreement or voting arrangement with respect to the Subject Shares; provided, that any such Stockholder may Transfer any of the Covered Securities to an affiliate of such Stockholder (provided such affiliates evidences in a writing reasonably satisfactory to the other parties hereto such affiliate's agreement to the terms hereof) or any other Stockholder who is on the date hereof or hereafter becomes a party to this Agreement; provided, further, that the restrictions in this Section 5 shall not be deemed violated by any Transfer of Covered Securities pursuant to a cashless exercise of stock options or warrants; and provided, further, that a pledge of Pledged Shares made in accordance with Section 1(a)(iv) shall not be deemed to be a violation of the restrictions in this Section 5. (b) Such Stockholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that such Stockholder may have. (c) Such Stockholder shall not take any action prohibited by Section 7.2 of the Merger Agreement. 6. Additional Covenants. During the Term of this Agreement no Stockholder shall (a) exercise any of the Other Securities other than as contemplated by Section 3.3 of the Merger Agreement or (b) convert any shares of Series D Preferred Stock, par value $.02, of 3TEC. 7. Certain Events. This Agreement and the obligations hereunder shall attach to each Stockholder's Covered Securities and shall be binding upon any Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including such Stockholder's heirs, guardians, administrators or successors. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of 3TEC affecting the Covered Securities or the acquisition of additional shares of Covered Securities or other voting securities of 3TEC by any Stockholder, the number of Covered Securities listed on Schedule A beside the name of such Stockholder shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional Covered Securities or other voting securities of 3TEC issued to or acquired by such Stockholder. 8. Stop Transfer. 3TEC shall not register the transfer of any certificate representing any Covered Securities, unless such transfer is made to PXP or otherwise in compliance with this Agreement. 4 9. Stockholder Capacity. No person executing this Agreement (or an affiliate thereof) who is or becomes during the Term a director of 3TEC makes any agreement or understanding herein in his or her capacity as such director. Each Stockholder signs solely in his or her capacity as the record and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Covered Securities. 10. Further Assurances. Each Stockholder shall, upon request of PXP, execute and deliver any additional documents and take such further actions as may reasonably be deemed by PXP to be necessary or desirable to carry out the provisions hereof. 11. Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon (and shall only be effective from the date hereof until) the first to occur of (i) the Effective Time of the Merger, or (ii) the date upon which the Merger Agreement is terminated in accordance with its terms (such period from the date hereof until such termination is referred to herein as the "TERM"); provided, however, that (x) Section 12 shall survive any termination of this Agreement and (y) termination of this Agreement pursuant to clause (ii) above shall not relieve any party hereto from liability for any willful and knowing breach hereof prior to such termination. 12. Miscellaneous. (a) All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to PXP or 3TEC, to the appropriate address set forth in Section 11.1 of the Merger Agreement; and (ii) if to a Stockholder, to the appropriate address set forth on Schedule A. (b) Each Party submits to the jurisdiction of any state or federal court sitting in the State of Delaware in any dispute or action arising out of or relating to this Agreement and agrees that all claims in respect of such dispute or action may be heard and determined in any such court. Each Party also agrees not to bring any dispute or action arising out of or relating to this Agreement in any other court. Each Party agrees that a final judgment in any dispute or action so brought will be conclusive and may be enforced by action on the judgment or in any other manner provided at law (common, statutory or other) or in equity. Each Party waives any defense of inconvenient forum to the maintenance of any dispute or action so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. (c) Each Party appoints RLF Service Corp., One Rodney Square, Wilmington, Delaware 19801 as their agent to receive on their behalf service of copies of the summons and complaint and any other process that might be served in an dispute or action (the "PROCESS AGENT"). Any Party may make service on any other Party by sending or delivering a copy of the process (i) to the Party to be served at the address and in the manner provided for the giving of notices in Section 12(a) or (ii) to the Party to be served in care of the Process Agent at the address and in the manner provided for the giving of notices in Section 12(a). 5 (d) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (e) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective as to any Stockholder when one or more counterparts have been signed by each of PXP, 3TEC and such Stockholder and delivered to PXP, 3TEC and such Stockholder. (f) This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and this Agreement is not intended to confer upon any other person (other than PXP) any rights or remedies hereunder. (g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (h) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties without the prior written consent of the other parties, except by laws of descent or as expressly provided by Section 5(a). Any assignment in violation of the foregoing shall be void. (i) As between any Stockholder and PXP, each of such parties agrees that irreparable damage to the other, non-breaching party would occur and that such non-breaching party would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the non-breaching party shall be entitled to an injunction or injunctions to prevent breaches by the other party of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which it may be entitled at law or in equity. (j) If any term, provision, covenant or restriction herein, or the application thereof to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein and the application thereof to any other circumstances shall remain in full force and effect, shall not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent permitted by law. (k) No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by such party. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, PXP, 3TEC, and the Stockholders party hereto have caused this Agreement to be duly executed and delivered as of the date first written above. PLAINS EXPLORATION AND PRODUCTION COMPANY By: ------------------------------------ Name: James C. Flores Title: Chief Executive Officer 3TEC ENERGY CORPORATION By: ------------------------------------ Name: Floyd C. Wilson Title: Chief Executive Officer STOCKHOLDERS: ---------------------------------------- FLOYD C. WILSON ---------------------------------------- STEPHEN W. HEROD ---------------------------------------- R. A. WALKER ENCAP ENERGY CAPITAL FUND III, L.P. By: ENCAP INVESTMENTS L.L.C., General Partner By: ------------------------------------ Name: ---------------------------------- Title: Managing Director 7 ENCAP ENERGY ACQUISITION III-B, INC. By: ------------------------------------ Name: ---------------------------------- Title: Vice President BOCP ENERGY PARTNERS, L.P. By: ENCAP INVESTMENTS L.L.C., Manager By: ------------------------------------ Name: ---------------------------------- Title: Managing Director ECIC CORPORATION By: ------------------------------------ Name: ---------------------------------- Title: Vice President ENCAP INVESTMENTS L.L.C. By: ------------------------------------ Name: ---------------------------------- Title: Managing Director 8 SCHEDULE A
OTHER SECURITIES *=$3.00 WARRANTS, COMMON STOCK SERIES D **=$30.00 WARRANTS, STOCKHOLDER NAME AND ADDRESS (# INCLUDES RES. SHARES) PREFERRED STOCK +=VESTED OPTIONS ---------------------------- ------------------------ --------------- -------------- EnCap Energy Acquisition III-B, Inc. 1100 Louisiana Suite 3150 Houston, Texas 77002 281,642* Attn: Managing Director 957,587 145,850 60,458** EnCap Energy Capital Fund III, L.P. 1100 Louisiana Suite 3150 372,393* Houston, Texas 77002 79,939** Attn: Managing Director 1,266,144 192,846 110,000+ BOCP Energy Partners, L.P. 1100 Louisiana Suite 3150 Houston, Texas 77002 91,120* Attn: Managing Director 309,809 47,187 19,560** ECIC Corporation 1100 Louisiana Suite 3150 Houston, Texas 77002 131,498* Attn: Managing Director 447,095 68,097 28,227** Floyd C. Wilson 848 Kuhlman Rd. 572,6101 290,014* Houston, Texas 77024 37,500# -0- 633,335+ Stephen W. Herod 1110 Briar Ridge 47,686 Houston, Texas 77057 5,000# -0- 194,167+ R. A. Walker 21 North Wynden #4 2,000 Houston, Texas 77056 25,000# -0- 725,001+ 1,166,667* 3,602,931 188,184** TOTAL 62,500# 453,980 1,662,503+
- ------------------------------------ (1) Includes 5,000 shares held by Wilvest Limited Partnership, of which Mr. Wilson is a general partner. 9 -----END PRIVACY-ENHANCED MESSAGE-----